Common use of Further Representations Clause in Contracts

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests for an indefinite period of time and understand that an investment in the Membership Interests is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 6 contracts

Samples: Subscription Agreement (Circle of Wealth Fund III LLC), Subscription Agreement (LK Secured Lending Reg a Fund, LLC), Subscription Agreement (LK Secured Lending Reg a Fund, LLC)

AutoNDA by SimpleDocs

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests Note for an indefinite period of time and understand that an investment in the Membership Interests Note is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsNote; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.. SUBSCRIPTION AGREEMENT PFG FUND V LLC [Signature Page to Subscription Agreement] FOR GOOD AND VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement on ___________________________ ______, _________. BY PURCHASING THE NOTE AND EXECUTING THIS SUBSCRIPTION AGREEMENT, EACH PURCHASER HEREBY AGREES, UPON ACCEPTANCE BY THE COMPANY, TO BE LEGALLY BOUND BY THE TERMS OF THE PROMISSORY NOTE. ___________________________________________________________________________________ Name of Entity (if applicable)(printed or typed) _______________________________________ _______________________________________ Purchaser Signature Co-Purchaser Signature _______________________________________ _______________________________________ Name and title (if applicable) of person signing Name and title (if applicable) of person signing _______________________________________ _______________________________________ Purchaser E-mail Address Co-Purchaser E-mail Address _______________________________________ _______________________________________ Purchaser Address Co- Purchaser Address _______________________________________ _______________________________________ Purchaser Telephone Co-Purchaser Telephone ACCEPTANCE: (NOT VALID UNTIL ACCEPTED BY COMPANY)

Appears in 3 contracts

Samples: Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser Each Sibling Pictures Stockholder further represents and warrants to the Company as followsthat: (a) My statements Such Sibling Pictures Stockholder is acquiring the Amici Shares solely for his or its own account, for long-term investment purposes only and responses contained in this Subscription Agreement are complete not with a view to sale or other distribution and correct agrees not to dispose of any of the Amici Shares unless and may be relied on by until counsel for Amici shall have determined that the Company for intended disposition is permissible and does not violate the purpose Securities Act of complying with all 1933, and any applicable security state securities laws or rules and to determine whether I am a suitable investorregulations promulgated thereunder. (b) I will notify All information, financial and otherwise, or documentation pertaining to all aspects of such Sibling Pictures Stockholder’s acquisition of the Company immediately Amici Shares and the activities and financial information of Amici has been made available to such Sibling Pictures Stockholder (or such stockholder’s representatives, if any), and each such Sibling Pictures Stockholder has had ample opportunity to meet with and ask questions of senior officers of Amici, and has received satisfactory answers to any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscriptionquestions asked. (c) I have sufficient knowledge Such Sibling Pictures Stockholder is an experienced investor, has made speculative investments in the past and experience in financial and business matters to evaluate is capable of analyzing the merits and risks of an investment in the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investmentAmici Shares. (d) I am able to bear Such Sibling Pictures Stockholder is the economic risk record and beneficial owner of an investment in aggregate of the Membership Interests for an indefinite period number of time Sibling Pictures Shares set forth opposite such stockholder’s name on Exhibit 1.1 hereto, free and understand that an investment in clear of all liens, pledges, security interests, charges, claims, right of first offer or first refusal, buy/sell agreement and any other restriction or covenant with respect to or condition governing the Membership Interests is illiquid use, construction, voting, transfer, receipt of income or exercise of any other attribute of ownership and may result in a complete loss other encumbrances of such investmentwhatever nature (collectively, the “Encumbrances”). The transfer and delivery of the Sibling Pictures Shares to Amici pursuant to the provisions of this Agreement will transfer to Amici legal and valid title thereto, free and clear of any and all Encumbrances. (e) Purchaser understands Such Sibling Pictures Stockholder has full power and agrees that authority to execute this Agreement and consummate the Company transactions contemplated hereby, and this Agreement is relying binding upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands such Sibling Pictures Stockholder and agrees that the Company may request to be shown, enforceable in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in accordance with its sole and absolute discretion) that the Purchaser is an Accredited Investorterms. (f) Purchaser understands This Agreement and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands other agreements, documents and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification instruments executed and delivered by the Purchaser such Sibling Pictures Stockholder in connection herewith have been duly and validly executed and delivered by such Sibling Pictures Stockholder and constitute legal, valid and binding agreements of such Sibling Pictures Stockholder, enforceable against such Sibling Pictures Stockholder in accordance with their respective terms except as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who enforceability may be an attorneylimited by bankruptcy, accountant, insolvency or other financial adviser unaffiliated with, similar laws and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transactionby equitable principles.

Appears in 2 contracts

Samples: Exchange of Securities Agreement (Amici Ventures Inc), Exchange of Securities Agreement (Amici Ventures Inc)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) 1. My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) 2. I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) 3. I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) 4. I am able to bear the economic risk of an investment in the Membership Interests Promissory Notes for an indefinite period of time and understand that an investment in the Membership Interests Promissory Notes is illiquid and may result in a complete loss of such investment. (e) 5. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited InvestorInvestor (as applicable) for the reason checked in Section 9 above or Section 11 below. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) 6. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investorinvestor (as applicable) for the reason checked in Section 3 above or Section 11 below. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaserset forth in Section 3 above and Section 11 below. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) 7. Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsPromissory Notes; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.. SUBSCRIPTION AGREEMENT CF FUND II, LLC

Appears in 2 contracts

Samples: Subscription Agreement (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests Note for an indefinite period of time and understand that an investment in the Membership Interests Note is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsNote; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 2 contracts

Samples: Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests for an indefinite period of time and understand that an investment in the Membership Interests is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor.. SUBSCRIPTION AGREEMENT LK SECURED LENDING REG A FUND, LLC (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 1 contract

Samples: Subscription Agreement (LK Secured Lending Reg a Fund, LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) 1. My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) 2. I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) 3. I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) 4. I am able to bear the economic risk of an investment in the Membership Interests Promissory Notes for an indefinite period of time and understand that an investment in the Membership Interests Promissory Notes is illiquid and may result in a complete loss of such investment. (e) 5. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited InvestorInvestor (as applicable) for the reason checked in Section 8 above or Section 10 below. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) 6. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investorinvestor (as applicable) for the reason checked in Section 3 above or Section 10 below. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaserset forth in Section 3 above and Section 10 below. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) 7. Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsPromissory Notes; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.. SUBSCRIPTION AGREEMENT CF FUND II, LLC

Appears in 1 contract

Samples: Subscription Agreement (Cf Fund Ii, LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser Each Sibling Pictures Stockholder further represents and warrants to the Company as followsthat: (a) My statements Such Sibling Pictures Stockholder is acquiring the Amici Shares solely for his or its own account, for long-term investment purposes only and responses contained in this Subscription Agreement are complete not with a view to sale or other distribution and correct agrees not to dispose of any of the Amici Shares unless and may be relied on by until counsel for Amici shall have determined that the Company for intended disposition is permissible and does not violate the purpose Securities Act of complying with all 1933, and any applicable security state securities laws or rules and to determine whether I am a suitable investorregulations promulgated thereunder. (b) I will notify All information, financial and otherwise, or documentation pertaining to all aspects of such Sibling Pictures Stockholder's acquisition of the Company immediately Amici Shares and the activities and financial information of Amici has been made available to such Sibling Pictures Stockholder (or such stockholder's representatives, if any), and each such Sibling Pictures Stockholder has had ample opportunity to meet with and ask questions of senior officers of Amici, and has received satisfactory answers to any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscriptionquestions asked. (c) I have sufficient knowledge Such Sibling Pictures Stockholder is an experienced investor, has made speculative investments in the past and experience in financial and business matters to evaluate is capable of analyzing the merits and risks of an investment in the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investmentAmici Shares. (d) I am able to bear Such Sibling Pictures Stockholder is the economic risk record and beneficial owner of an investment in aggregate of the Membership Interests for an indefinite period number of time Sibling Pictures Shares set forth opposite such stockholder's name on Exhibit 1.1 hereto, free and understand that an investment in clear of all liens, pledges, security interests, charges, claims, right of first offer or first refusal, buy/sell agreement and any other restriction or covenant with respect to or condition governing the Membership Interests is illiquid use, construction, voting, transfer, receipt of income or exercise of any other attribute of ownership and may result in a complete loss other encumbrances of such investmentwhatever nature (collectively, the "Encumbrances"). The transfer and delivery of the Sibling Pictures Shares to Amici pursuant to the provisions of this Agreement will transfer to Amici legal and valid title thereto, free and clear of any and all Encumbrances. (e) Purchaser understands Such Sibling Pictures Stockholder has full power and agrees that authority to execute this Agreement and consummate the Company transactions contemplated hereby, and this Agreement is relying binding upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands such Sibling Pictures Stockholder and agrees that the Company may request to be shown, enforceable in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in accordance with its sole and absolute discretion) that the Purchaser is an Accredited Investorterms. (f) Purchaser understands This Agreement and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands other agreements, documents and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification instruments executed and delivered by the Purchaser such Sibling Pictures Stockholder in connection herewith have been duly and validly executed and delivered by such Sibling Pictures Stockholder and constitute legal, valid and binding agreements of such Sibling Pictures Stockholder, enforceable against such Sibling Pictures Stockholder in accordance with their respective terms except as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who enforceability may be an attorneylimited by bankruptcy, accountant, insolvency or other financial adviser unaffiliated with, similar laws and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transactionby equitable principles.

Appears in 1 contract

Samples: Exchange of Securities Agreement (Sibling Entertainment Group, Inc.)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) 1. My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) 2. I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) 3. I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) 4. I am able to bear the economic risk of an investment in the Membership Interests Promissory Notes for an indefinite period of time and understand that an investment in the Membership Interests Promissory Notes is illiquid and may result in a complete loss of such investment. (e) 5. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited InvestorInvestor for the reason checked in Section 9 above or Section 11 below. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor6. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsPromissory Notes; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.. SUBSCRIPTION AGREEMENT CF FUND II, LLC

Appears in 1 contract

Samples: Subscription Agreement (Cf Fund Ii, LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests Note for an indefinite period of time and understand that an investment in the Membership Interests Note is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsNote; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.. SUBSCRIPTION AGREEMENT PFG FUND V LLC [Signature Page to Subscription Agreement] FOR GOOD AND VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement on ___________________________ ______, _________. BY PURCHASING THE NOTE AND EXECUTING THIS SUBSCRIPTION AGREEMENT, EACH PURCHASER HEREBY AGREES, UPON ACCEPTANCE BY THE COMPANY, TO BE LEGALLY BOUND BY THE TERMS OF THE PROMISSORY NOTE. Name of Entity (if applicable)(printed or typed) Purchaser Signature Co-Purchaser Signature Name and title (if applicable) of person signing Name and title (if applicable) of person signing Purchaser E-mail Address Co-Purchaser E-mail Address Purchaser Address Co- Purchaser Address Purchaser Telephone Co-Purchaser Telephone ACCEPTANCE: (NOT VALID UNTIL ACCEPTED BY COMPANY)

Appears in 1 contract

Samples: Subscription Agreement (PFG Fund V, LLC)

AutoNDA by SimpleDocs

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests for an indefinite period of time and understand that an investment in the Membership Interests is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited InvestorInvestor (as applicable) for the reason checked in Section 9 above or Section 9 above. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investorinvestor (as applicable) for the reason checked in Section 3 above or Section 9 above. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 1 contract

Samples: Subscription Agreement (Circle of Wealth Fund III LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests for an indefinite period of time and understand that an investment in the Membership Interests is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited InvestorInvestor (as applicable) for the reason checked in Section 9 above or Section 9 above. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investorinvestor (as applicable) for the reason checked in Section 3 above or Section 9 above. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaserset forth in Section 3 and Section 9 above. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 1 contract

Samples: Subscription Agreement (Circle of Wealth Fund III LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) 1. My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) 2. I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) 3. I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) 4. I am able to bear the economic risk of an investment in the Membership Interests Promissory Notes for an indefinite period of time and understand that an investment in the Membership Interests Promissory Notes is illiquid and may result in a complete loss of such investment. (e) 5. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited InvestorInvestor (as applicable). Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) 6. Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investorinvestor (as applicable). Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaserstandards. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investora qualified investor. (g) 7. Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsPromissory Notes; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 1 contract

Samples: Subscription Agreement (Beat the Bank LLC)

Further Representations. Purchaser (whether an individual or entity) understands that the Company Fund will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company Fund as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company Fund for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor.. SUBSCRIPTION AGREEMENT VELOCE CAP FUND 1 LP (b) I will notify the Company Fund immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company Fund of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Limited Partnership Interests for an indefinite period of time and understand that an investment in the Membership Limited Partnership Interests is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company Fund is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company Fund may request to be shown, in confidence, documentation reasonably satisfactory to the Company Fund supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company Fund reserves the right to refuse to accept any subscription as to which the Company Fund is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company Fund is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company Fund may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company Fund supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company Fund reserves the right to refuse to accept any subscription as to which the Company Fund is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Limited Partnership Interests; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company Fund or any affiliate or selling agent of the CompanyFund, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

Appears in 1 contract

Samples: Subscription Agreement (Veloce Cap Fund 1 Lp)

Further Representations. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows: (a) My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. (b) I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. (c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. (d) I am able to bear the economic risk of an investment in the Membership Interests Note for an indefinite period of time and understand that an investment in the Membership Interests Note is illiquid and may result in a complete loss of such investment. (e) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (f) Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor. (g) Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership InterestsNote; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.. FOR GOOD AND VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement on ___________________________ ______, _________. BY PURCHASING THE NOTE AND EXECUTING THIS SUBSCRIPTION AGREEMENT, EACH PURCHASER HEREBY AGREES, UPON ACCEPTANCE BY THE COMPANY, TO BE LEGALLY BOUND BY THE TERMS OF THE PROMISSORY NOTE. Name of Entity (if applicable)(printed or typed) Purchaser Signature Co-Purchaser Signature Name and title (if applicable) of person signing Name and title (if applicable) of person signing Purchaser E-mail Address Co-Purchaser E-mail Address Purchaser Address Co- Purchaser Address Purchaser Telephone Co-Purchaser Telephone ACCEPTANCE: (NOT VALID UNTIL ACCEPTED BY COMPANY)

Appears in 1 contract

Samples: Subscription Agreement (PFG Fund V, LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!